Exhibit 10.5
Pursuant to 17 CFR 240.24-b,
confidential information has been omitted in places marked
“[***]”
and has been filed separately
with the Securities and Exchange Commission pursuant to
a
Confidential Treatment
Application filed with the Commission
Statement of Work #
TerreStar Antenna Feasibility
Study
This Statement of Work #
(“SOW”) is made this
day of November 2008 by and between
Elektrobit Inc. (“Elektrobit” or
“EB”) and TerreStar Networks Inc.
(“TerreStar” or “TSN”) for the development
of 15 EB reference phones with the integrated [***] antenna., and
is governed by the Master Development and Licensing Agreement dated
August, 2007 (“Agreement”)
This SOW defines the scope of
technical work to be performed by EB for the development of [***]
EB reference phones, and integration of those phones with antennas
developed by [***] Ltd. (“[***]”).
The main objective of this work is
to successfully integrate this [***] antenna into EB and
TSN’s reference design handset and perform antenna testing.
The secondary objective is to support [***] transmit and receive
antenna design, development and validation work for TSN’s
S-band to provide satellite usage performance that meets or exceeds
specified objectives. The final objective of this work is to
document antenna and handset level guidance for design and
implementation for industrialization into a wide variety of
products.
It is expected that this work will
extend for a period of approximately [***] months. Officially
starting on or around [***] and targeted to be completed on or
around [***]. There will be break on work, while waiting for [***]
phone.
High Level Project
Schedule:
This development and delivery
schedule for this work will be reviewed and mutually agreed. A high
level overview of the schedule is below.
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EB Antenna SOW V3 TSN 8-13-08
26 August 2008
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Page 1 of 7
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Table 1 Schedule for [***]
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Target Date
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Table 2
Schedule for FF1 Rev 2
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EB Antenna SOW V3 TSN 8-13-08
26 August 2008
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Page 2 of 7
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5
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TerreStar
Furnished Items
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The following items must be
delivered by TSN in order for EB to provide the deliverables set
for in Section 6 below. The items listed in this
Section 5 are considered to be TerreStar Furnished Items and
Third Party Contributions, as defined in the Agreement:
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1)
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Overall project
management
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2)
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Simulation and
test results of the antenna element
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3)
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Full [***]
antenna in device evaluation
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4)
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Mechanical
specifications of the antenna (dimensions, weight, connections
points and etc.)
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5)
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Design guidance
for antenna integration and position into StarGate FF1
prototype
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6)
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Normal
technical support to EB to assist in device level design and
testing (daily communication, possible on-site support)
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7)
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[***] Antenna
assembly (element + coaxial cable) samples and assembly for the
manufactured prototypes (This allows for placement of [***] handset
upfront, [***] spare antennas and [***] extra antennas for future
HW rounds)
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8)
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The target
antennas shall be center Transmit frequency of [***] and target
center Receive frequency of [***]
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9)
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Antenna tuning
work for all manufactured antennas
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10)
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Documented
antenna level specifications for design and implementation,
including capability of industrialization.
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EB will provide the following
deliverables to TSN:
[***]
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7
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Project
dependencies and assumptions
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The following table lists some but
not all of the project dependencies and assumptions. These inputs
will work as enablers for EB work and have an effect on the
schedule, cost and quality of EB Deliverables. Dependencies are
indicated with a D and Assumptions with an A.
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EB Antenna SOW V3 TSN 8-13-08
26 August 2008
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Page 3 of 7
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Category
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Description
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1.
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[***]
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